Multi Commodity Exchange of India Ltd Directors Report

Boards Report

Dear Shareholders,

The Board of Directors present the Twenty Third Annual Report of your Company, along with the Audited Financial Statement of Accounts for the Financial Year (FY) ended 31^st March, 2025.

1. STATE OF COMPANYS AFFAIRS FINANCIAL RESULTS

The Companys financial performance for the Financial Year (FY) ended 31^st March, 2025 is summarized below:

			(Rs. in lakhs, except EPS)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	1,10,737	67,124	1,20,886	75,894
Total Operating Expenditure	49,154	56,601	44,735	61,924
Profit before interest, depreciation, exceptional items and tax	61,583	10,523	76,151	13,970
Less: Depreciation	6,161	3,439	6,375	3,593
Less: Interest	17	23	45	27
Less: Exceptional item	-	-	-	-
Add / (Less): Share of loss of Associate	-	-	209	(152)
Profit after exceptional items and Share of Profit / (loss) of Associate but before tax	55,405	7,061	69,940	10,198
Less: Provision for tax	13,927	1,865	13,936	1,887
Profit after tax	41,478	5,196	56,004	8,311
Add/(Less): Other Comprehensive Income (net of tax)	467	(329)	223	(151)
Total Comprehensive Income for the period (Comprising Profit and Other Comprehensive Income for the period)	41,945	4,867	56,227	8,160
Earnings per share (EPS)
i. Basic (Rs.)	81.33	10.19	109.82	16.30
ii. Diluted (Rs.)	81.33	10.19	109.82	16.30

FINANCIAL HIGHLIGHTS

For FY 2024-25, your Companys (Standalone) total income stood at Rs. 1,10,737 lakh as compared to Rs. 67,124 lakh in FY 2023-24. The operating income during the year under review was Rs. 1,01,158 lakh as against Rs. 59,495 lakh in FY 2023-24. Net profit after tax in FY 2024-25 was Rs. 41,478 lakh as compared to Rs. 5,196 lakh in FY 2023-24.

The net worth of the Company as at 31^st March, 2025 stood at Rs. 1,92,750 lakh as compared to Rs. 1,54,701 lakh as at 31^st March, 2024.

CONSOLIDATED FINANCIAL STATEMENT

Your Company has, in accordance with Section 129(3) of the Companies Act, 2013, prepared the annual consolidated financial statements, consolidating its financials with its wholly-owned subsidiary Company, MCXCCL and the associate companies, CCRL and IIBH. The annual audited consolidated financial statements have been prepared in accordance with the requirements of Ind AS prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder, as applicable, and other accounting principles generally accepted in India and forms part of this Annual Report. A statement containing the salient features of financial statements of the Companys subsidiaries, associates & joint ventures in Form AOC-1 is attached as Annexure I to this Report.

TRADING PERFORMANCE

During FY 2024-25, the Average Daily Turnover (ADT) of commodity futures contracts stood at Rs. 27,153 crore vis-avis Rs. 19,636 crore in FY 2023-24, witnessing a rise of 38%. However, during the same period, the options notional ADT went up by 115% to Rs. 1,91,910 crore from Rs. 89,244 crore. The Average Realization Rate (ARR) for the futures stood at Rs. 2.08 per Lakh vis-a-vis Rs. 2.10 per lakh (each side) during the previous year. Overall traded Unique Client Codes for futures and options (UCC - PAN based) during the period increased to 13 lakh from 9.3 lakh in the previous year.

The total turnover of commodity futures traded on your Exchange increased by 40% to Rs. 70.05 lakh crore in FY 2024-25 as against Rs. 49.88 lakh crore in FY 2023-24. Further, options turnover for the year went up by 118% to a record total turnover of Rs. 495.13 lakh crore as against Rs. 226.68 lakh crore in the previous year. The futures in bullion, energy, metals and agriculture registered a turnover of Rs. 45.24 lakh crore, Rs. 16.69 lakh crore, Rs. 8.07 lakh crore and Rs. 0.03 lakh crore, respectively, as against Rs. 31.11 lakh crore, Rs. 13.82 lakh crore, Rs. 4.80 lakh crore and Rs. 0.06 lakh crore in the previous year. On the other hand, options turnover in energy, bullion and metals recorded total of Rs. 401.96 lakh crore, Rs. 92.63 lakh crore and Rs. 0.53 lakh crore, respectively, during FY 2024-25 vis-a-vis Rs. 203.43 lakh crore, Rs. 23.21 lakh crore and Rs. 0.05 lakh crore , in the previous year.

In terms of metal delivery, a total of 69,384 metric tonnes (MT) of Base Metals were delivered through the exchange mechanism during FY 2024-25 as against 94,036 metric tonnes in FY 2023-24. During FY 2024-25, your Companys market share in commodity futures market stood at 98.1% as against 95.9% in the previous year. The volume of futures (in terms of contracts) traded on the Exchange increased by 19% in FY 2024-25, to 161.3 million lots, as compared to 135.3 million lots in FY 2023-24. On the other hand, the volume of Options (in terms of contracts) traded increased by 114% in FY 2024-25, to 815.3 million lots, as compared to 381.4 million lots in FY 2023-24.

GLOBAL COMMODITY MARKET

In 2024, global commodity markets saw notable price fluctuations across various sectors. Precious metal prices rose the most, with Gold prices on COMEX (CME Group) closing the year at approximately USD 2,653 per troy ounce—a 28% increase. Silver also rose, closing around USD 29 per troy ounce on COMEX, up 21%. In non-precious metals, Zinc led with a 12% increase on LME, closing at USD 2,990 per tonne. Aluminium and Copper followed with increases of 7% and 3%, closing at USD 2,556 and USD 8,789 per ton, respectively on LME. Conversely, Lead fell, declining 5% to USD 1,955 per tonne due to weaker battery production demand. The energy sector showed mixed results. WTI Crude Oil Futures remained stable at USD 71.72 per barrel on NYMEX (CME Group), while Natural Gas prices surged 44.5%, ending at USD 3.63 per MMBtu, driven by heating demand. Agricultural commodities prices faced a decline, with US Cotton falling 16% to USD 6.84 per pound on Intercontinental Exchange due to inventory build-up. Wheat and Soybean prices also dropped 12% and 23% on CBOT (CME Group), closing at USD 5.51 and USD 9.98 per bushel, respectively, influenced by increased yields and shifting demand. Overall, 2024 was marked by volatility and contrasting trends across the commodity landscape.

In 2024, global commodity derivatives market volumes rose by 15.1% year-on-year to 9.68 billion contracts, according to the Futures Industry Association (FIA). Precious Metals, Energy, and Non-Precious Metals saw significant increases in trade volumes, rising by 45%, 26%, and 17%, respectively in 2024 over 2023, while Agri-commodities declined by 2.5%.

The global economy grew moderately by 3.3% in 2024, as per estimates of the International Monetary Fund (IMF), maintaining the same rate as the previous year but below the pre-pandemic average of 3.6%. Global growth was driven significantly by easing of monetary policies, which had earlier been kept restrictive by central banks for combating inflation. However, challenges persisted, particularly with potential trade tensions following the U.S. elections. The IMFs World Economic Outlook report of April 2025 projects slower growth for 2025 and 2026 at 2.8% and 3.0%, respectively, as the global economy faces headwinds from rising trade tensions and financial market adjustments, though factors like disinflation, resilient labour markets and advancements in technology, especially in Artificial Intelligence, can play supportive roles.

I ndia would continue to be a bright spot in the global economy and remain one of the fastest-growing major economies, notes the IMF. For the year 2025 and 2026, the IMF projects Indias economic growth at 6.2% and 6.3% respectively, on the backdrop of improving supply chains, resilient services exports, and stable monetary policy.

Your Companys performance during the year 2024-25 and outlook during the year 2025-26 may be analysed against this backdrop.

2. SHARE CAPITAL

There has been no change in the share capital of your Company during the year under review. As on 31^st March, 2025, the paid-up share capital of your Company stood at Rs. 5,099.84 lakh comprising of 5,09,98,369 Equity shares of Rs. 10 each fully paid.

Your Company has, during the year under review, neither issued any Equity shares with differential voting rights nor issued any shares (including sweat equity shares) to its employees under any scheme.

3. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Action. The Board of Directors at their meeting held on 01^st August 2025, has approved sub-division/split of 1 (one) equity share of face value of Rs.10/- (Rupees ten only) each fully paid-up into 5 (five) equity shares of face value of Rs.2/- (Rupees Two only) each fully paid-up. This shall be subject to statutory and regulatory approvals as applicable, and approval of shareholders of the Company.

4. TRANSFER TO RESERVES

The Company was not required to transfer any amount of profits to general reserves for FY 2024-25, pursuant to the provisions of Companies Act, 2013.

5. SURPLUS IN PROFIT & LOSS ACCOUNT

An amount of Rs. 1,53,520 lakh (Previous Year Rs. 1,15,875 lakh) is proposed to be retained as surplus in the Profit and Loss Account.

6. DIVIDEND

The Board of Directors of your Company in its meeting held on 08^th May, 2025, have recommended a dividend of Rs. 30 (300%) per equity share on a face value of Rs. 10 per share for the Financial Year ended 31^st March, 2025, subject to the approval of shareholders at the ensuing Annual General Meeting.

The said dividend is in line with the Dividend Distribution Policy of the Company.

The outgo on account of the proposed dividend of 300% (Previous Year 76%) to be paid by the Company aggregates to approximately Rs. 15,300 lakh, being a payout of 37% of the profit after tax (PAT) for the year ended 31^st March, 2025, as against Rs. 3,896 lakh during the previous year.

Your Directors have recommended dividend based on the Companys performance and adequacy of existing cash/ cash equivalent at its disposal to provide for capital expenditure on technology development and new business initiatives.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. For more clarity on deduction of tax, please refer para onTax Deducted at Source ("TDS") on Dividend as mentioned in the notes to the Notice of 23^rd AGM.

7. MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, there has been no change in the Memorandum of Association (MOA) and Articles of Association (AOA) of the Company. The Board of Directors at their meeting held on 01^st August, 2025, has approved the alteration of Capital Clause of the Memorandum of Association of the Company consequent to the sub- division/split of existing equity shares. This shall be subject to statutory and regulatory approvals as applicable, and approval of shareholders of the Company.

8. INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagement with investors through physical, video and audio meetings through structured conference-calls and periodic investor/analyst interactions participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The Companys leadership team spent significant time to interact with investors to communicate the strategic direction of the business in a number of investors meets. No unpublished price sensitive information is discussed in these meetings. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Companys website.

9. MAJOR EVENTS OCCURRED DURING THE YEAR:

A. EVENT OCCURED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the FY 2024-25 to which the financial statement relate and the date of this Report.

B. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

C. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and material orders were passed, during the year under review, by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. However, following material orders were passed by the Regulator:

a. In the SEBI SCN dated 16^th October, 2023 pertaining to failure of both MCX and MCXCCL to implement the SEBI Circular dated 13^th September, 2017 on outsourcing of Activities, the matter was subsequently heard and an Order was passed on 26^th May, 2025 wherein SEBI had dropped all the allegations against MCX & its 3 (three) past and 1 (one) current Key Managerial Persons and held only MCX liable, with respect to failure to make appropriate timely disclosure with respect to extension of the software services with the erstwhile Technology vendor for the period October 2022 to June 2023 in terms of Regulation 4 (1)(d), 4(1) (e), 4(1)(i) and 30(12) of the LODR Regulations, 2015 read with Regulation 33(1) of SECC Regulation, 2018 and imposed a penalty of Rs.25,00,000 (Rupees Twenty-Five Lakhs only) under section 15HB of the SEBI Act, 1992, which has been paid by the Exchange. In the aforesaid order dated 26^th May, 2025, the proceedings in respect of the SCN for MCXCCL and its KMP, were disposed of without any directions.

b. SEBI has passed a Settlement Order No. SO// PSD/2024-25/8048 dated 01^st April, 2025 ("Settlement Order") on our Subsidiary Company, Multi Commodity Exchange Clearing Corporation Limited with respect to Settlement application filed by them in connection to their alleged violation of SEBI Circular on Additional risk management norms for National Commodity Derivatives Exchanges bearing reference no. SEBI/HO/CDMRD/DRMP/CIR/P/2016/77 dated 01^st September, 2016 read with Master Circular dated 04^th August, 2023 and Regulation 7(4) (b) of the Securities Contracts (Regulations) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ("SECC Reg").

Our Subsidiary Company filed a suo moto settlement application in terms of the SEBI (Settlement Proceedings) Regulations, 2018 to settle by neither admitting nor denying the findings of fact and conclusions of law, the enforcement proceedings that may be initiated against the Company, for the alleged violation of the said SEBI Circular.

A Settlement Amount of Rs.2,70,00,000 (Rupees Two Crores Seventy Lakhs only) was paid by our Subsidiary Company. There is no material impact on operations or other activities of MCX and our Subsidiary Company arising out of payment of settlement amount.

10. INVESTOR EDUCATION AND PROTECTION FUND TRANSFER OF UNCLAIMED DIVIDEND AND TRANSFER OF SHARES

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer of such amount to Unpaid Dividend Account, is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

The Company had, accordingly transferred the following amount to IEPF during the year under review:

Sr. No Type of Dividend	Dividend per share	Date of Declaration	Date of Transfer	Amount transferred
1. Final Dividend for FY 2016-17	Rs. 15/-	22nd August, 2017	21st October, 2024	Rs. 7,94,115 /-

TRANSFER OF SHARES

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has not been paid or claimed for last seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred. Members who have not encashed any of their dividends, which have not been transferred to IEPF Authority, are advised to claim their dividends.

Accordingly, 782 equity shares of Rs. 10/- each on which the dividend remained unpaid or unclaimed for last seven consecutive years with reference to the due date of 27^th October, 2024, were transferred during the FY 2024-25 to the IEPF Authority on 26^th October, 2024 after following the prescribed procedure.

Any Shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in).

DETAILS OF NODAL OFFICER:

Name: Manisha Thakur, Company Secretary and Compliance Officer

Email address: Manisha.Thakur@mcxindia.com

The Company has transferred the following unclaimed dividend amount and shares to IEPF till 31^st March, 2025:

Sr. No	Year	No. of shares transferred to IEPF	Category amount transferred to IEPF	Amount transferred to IEPF (in Rs.)
1.	2011-12 - Interim	699	Unclaimed Dividend	6,98,328
2.	2011-12 - Final	143	Unclaimed Dividend	1,64,226
3.	2012-13 - Interim	254	Unclaimed Dividend	3,33,264
4.	2012-13 - Final	450	Unclaimed Dividend	5,01,060
5.	2013-14 - Interim	191	Unclaimed Dividend	3,21,797
6.	2013-14 - Final	797	Unclaimed Dividend	5,26,554
7.	2014-15- Final	731	Unclaimed Dividend	15,66,740
8.	2015-16 Final	1496	Unclaimed Dividend	3,79,002
9.	2016-17 Final	1167	Unclaimed Dividend	7,94,115
10.	-	-	IPO Refund	26,55,276
	Total	5928		79,40,362

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto 31^st March, 2025, and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer:

Sr. No Date of declaration of Dividend	Number of Shareholders against whom Dividend is unpaid	Number of Shares against whom Dividend is unpaid	Amount Unpaid as on 31st March, 2025	Due Date of transfer of Unpaid and Unclaimed Dividend to IEPF
1. 16th AGM Final Dividend 2017-18 held on 31st August, 2018	3186	53240	Rs.905080.00	05th November, 2025
2. 17th AGM Final Dividend 2018-19 held on 20th September, 2019	2542	42529	Rs.850580.00	25th November, 2026
3. 18th AGM Final Dividend 2019-20 held on 31st August, 2020	3816	74252	Rs.2162277.00	05th November, 2027
4. 19th AGM Final Dividend 2020-21 held on 03rd September, 2021	2089	38376	Rs.1016457.60	08th October, 2028
5. 20th AGM Final Dividend 2021-22 held on 27th September, 2022	1706	36070	Rs.594401.00	01st December, 2029
6. 21st AGM Final Dividend 2022-23 held on 26th September, 2023	1270	24782	Rs.448521.38	30th November, 2030
7. 22nd AGM Final Dividend 2023-24 held on 26th September, 2024	1426	39201	Rs.271521.64	30th November, 2031

*The unclaimed and unpaid amount as on the due date will be transferred with 30 days.

Shareholders are encouraged to claim their outstanding or unclaimed dividends to prevent the transfer of such dividends and the related shares to the IEPF.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from the public, and as such, no amount of principal or interest related thereto was outstanding as on 31^st March, 2025.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2025, are set out in Note 4 & 8 to the Standalone Financial Statements of the Company.

The Company has not provided any guarantee or security to any person or entity and has not made any loans and advances in the nature of loans to firms/companies in which Directors of the Company are interested.

13. MEETINGS OF THE BOARD

During FY 2024-25, 23 (Twenty-Three) meetings of the Board of Directors were held. The details of meetings of the Board are provided in the Corporate Governance Report forming part of this Annual Report.

Separate meetings of the Public Interest Directors were held on 22^nd May, 2024, 22^nd July, 2024 and 19^th November, 2024.

14. DIRECTORS

Your Company, being a recognized stock exchange and regulated by SEBI, is required to, inter alia, comply with the provisions relating to constitution of the Companys Board of Directors as specified in the Companies Act, 2013, the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (hereinafter referred to as the "SECC Regulations, 2018") and the SEBI (LODR) Regulations, 2015.

Your Company has a well-diversified Board comprising of Directors coming from various walks of life and having wide range of experience, in the capital markets, finance and accountancy, legal and regulatory practice, technology, risk management and management or administration. A multi-faceted talent-pool enables leveraging multitude of thoughts, perspectives, knowledge base, skills and industry experiences, to ensure effective corporate governance and sustained commercial success of the Company.

As on 31^st March, 2025, the Board comprised of 8 (eight) Directors, of which 5 (five) were Public Interest Directors (PID)/Independent Directors, 2 (two) were Non-Independent Directors and 1 (one) Managing Director. Your Company had 1 (one) Woman Independent Director on the Board, in compliance with the SEBI (LODR) Regulations, 2015 and 1 (One) Women MD & CEO.

A "Public Interest Director" under the SECC Regulations, 2018, means an Independent Director representing the interests of investors in securities market and who is not having any association, directly or indirectly, which in the opinion of the SEBI, is in conflict with his/her role. Accordingly, such Directors are considered as Independent Directors for adhering compliance with the provisions of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

As mandated, all the Public Interest Directors of your Company have been duly registered with the databank for Independent Directors maintained by the Indian Institute of Corporate Affairs.

Your Company has received confirmations from all the Public Interest Directors to the effect that each of them meets the criteria of independence, as prescribed under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The appointment of Independent Directors/Public Interest Directors on the Board of your Company is in accordance with the eligibility conditions prescribed by SEBI and is made with the approval of SEBI.

Further, all the Directors have confirmed that they are Fit and Proper, in terms of the SECC Regulations, 2018. Your Company has also obtained affirmation of adherence to Schedule IV of the Companies Act, 2013 and the Code of Conduct in accordance with the SECC Regulations, 2018, SEBI (LODR) Regulations, 2015 from all the Directors, as applicable to them.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

During the year under review, the first term of Mr. C S Verma (DIN: 00121756) was due for completion on 21^st May, 2024. The Exchange was also proposing to appoint an additional Public Interest Director. Accordingly, upon the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, SEBI vide letter dated 12^th March, 2024 has approved the re-appointment of Mr. C S Verma and appointment of Dr. Navrang Saini (DIN: 09650867) as Public Interest Directors of the Company. The Board of Directors had approved the re-appointment of Mr. C S Verma as PID for further period of 3 years with effect from 22^nd May, 2024 and appointment of Dr. Navrang Saini as PID for 3 years with effect from 14^th March, 2024.

The tenure of Mr. P.S. Reddy (DIN: 01064530) as Managing Director and Chief Executive Officer (MD & CEO) of MCX was completed on 09^th May, 2024.

Ms. Suparna Tandon (DIN: 08429718), vide her email dated 21^st July, 2024 has tendered her resignation as Non-Executive, NID of the Company pursuant to her voluntary retirement with effect from 19^th July, 2024, from the services of NABARD. Accordingly, Ms. Tandon ceased to be NID of the Company with effect from 19^th July, 2024.

During the year under review, the first term of Dr. Harsh Kumar Bhanwala (DIN: 06417704) was due for completion on 07^th August, 2024. Accordingly, upon the recommendation of the Nomination and Remuneration Committee (NRC) and the

Board of Directors, SEBI vide letters dated 24^th June, 2024 and 24^th July, 2024 has approved the re-appointment of Dr. Harsh Kumar Bhanwala as Public Interest Director and Chairman of the Company, respectively for further period of 3 years with effect from 08^th August, 2024.

Pursuant to Section 152 of the Companies Act, 2013 read with relevant rules framed thereunder, Mr. Mohan Shenoi (DIN:01603606), Non-Independent Director (NID) of the Company, was liable to retire by rotation at the 22^nd Annual General Meeting ("AGM") held on 26^th September, 2024. Accordingly, shareholders at their 22^nd AGM approved the re-appointment of Mr. Mohan Shenoi as NID of the Company. His re-appointment was subject to regulatory approval. SEBI vide letter dated 18^th October, 2024 approved the reappointment of Mr. Mohan Shenoi as NID of the Company.

SEBI vide its letter dated 08^th August, 2024, approved the appointment of Ms. Praveena Rai (DIN: 09474203) as MD & CEO of the Company for a period of five years, effective from the date of her joining. The NRC and the Board at its meeting held on 10^th August, 2024, approved the appointment, terms and conditions including remuneration of Ms. Praveena Rai as MD & CEO, subject to the approval by the Shareholders. The shareholders at their 22^nd Annual General Meeting held on 26^th September, 2024 through special resolution had approved the appointment of Ms. Praveena Rai as MD & CEO. Ms. Rai joined the Company on 31^st October, 2024.

The Board of Directors places on record their earnest appreciation to the invaluable contribution, leadership and guidance extended by Ms. Suparna Tandon and Mr. P. S Reddy to the Board and the Management of the Company during their association.

I n accordance with the provisions of the Companies Act, 2013, Mr. Arvind Kathpalia (DIN: 02630873), NID, who has been longest in office since his appointment, is liable to retire by rotation at the ensuing AGM and being eligible, is seeking re-appointment. The Board recommends his reappointment.

The first term of Mr. Ashutosh Vaidya (DIN: 06751825) and Ms. Sonu Bhasin (DIN: 02872234) will be due for completion on 16^th September, 2025. Accordingly, upon recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, the application of re-appointment for further 3 years was made to the Regulator SEBI vide letter dated 7^th July, 2025 approved their re-appointment.

15. INDEPENDENT EXTERNAL EXPERT

During the year under review, Mr. Madhusudhan KM had resigned as an Independent External Expert in the Standing Committee on Technology (SCT) with effect from 23^rd July, 2024. In view of the same, Mr. PVS Murthy was appointed as an Independent External Expert in Standing Committee on Technology with effect from 27^th July, 2024.

During the year under review, the tenure of Mr. Moiz Husain Ali as an Independent External Expert in the SCT was completed on 27^th March, 2025 pursuant to SECC Regulations, 2018. In view of the same, Mr. Santanu Paul was appointed as an Independent External Expert in SCT with effect from 28^th March, 2025.

The Independent External Experts are appointed for a period of three years, with further extension of three years subject to performance evaluation in accordance with SECC Regulations, 2018. Further, internal performance evaluation of Independent External Experts are carried out annually.

16. KEY MANAGERIAL PERSONNEL (KMP)

The following employees became KMPs under the SECC Regulations, 2018 during FY 2024-25:

Sr. No.	Name	Effective Date
1	Mr. Chandresh Shah	18 April 2024
2	Mr. Sunil Batra	26 April 2024
3	Mr. Shailendra Aggarwal	23 rd May, 2024
4	Ms. Praveena Rai	31st October, 2024
5	Mr. Mitesh Haresh Thakkar	28 November 2024
6	Mr. Sougat Ghosh	03rd March, 2025

Further, the following employees ceased to be KMPs under the SECC Regulations, 2018 during FY 2024-25:

Sr. No.	Name	Last working day as KMP
1	Mr. Satyajeet Bolar	30 April 2024
2	Mr. P S Reddy	09 May 2024
3	Mr. Ramesh Gurram	27 September 2024
4	Mr. Harvinder Singh	22nd November, 2024
5	Mr. Chirag Aspi Sodawaterwalla	24 December 2024
6	Mr. Mitesh Haresh Thakkar	12 March 2025

Dr. N Rajendran ceased to be the Chief Digital Officer with effect from the closing hours of 7^th April, 2025.

17. PERFORMANCE EVALUATION OF THE BOARD

Your Company has formulated a Policy for Performance Evaluation/Review in accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, SECC Regulations 2018, SEBI Circular dated 05^th January, 2017 providing guidance to listed entities about various aspects involved in the Board Evaluation process ("SEBI Guidance Note") and SEBI circular dated 05^th February, 2019 on performance review of Public Interest Directors.

The Policy has been framed with an objective to ensure that Individual Directors of the Company and the Board as a whole, work efficiently and effectively, for the benefit of the Company and its stakeholders.

Your Company has implemented a system of evaluating performance of the Board of Directors, its Committees and Individual Directors, through peer evaluation, excluding the Director being evaluated, on the basis of a structured questionnaire.

The criteria for performance evaluation, inter-alia, includes the following:

i. Internal Evaluation of Individual Directors Performance

Level of participation and contribution to the performance of Board/Committee(s) meetings, qualification & experience, knowledge and competency, attendance records, disclosures, fulfilment and ability to function as a team, initiatives taken, adherence to the rules/regulations, having independent views and judgement, providing guidance to senior management and Board members, etc.

ii. External Evaluation of Individual Directors Performance

Pursuant to SECC Regulations, 2018 read with SEBI Master Circular for Stock Exchanges and Clearing Corporations, the tenure of PIDs may be extended by another 3 years, subject to performance evaluation, internal and external, both carrying equal weightage Such PIDs shall be subject to:

a. Internal evaluation by all the governing Board Members, based on the criteria for the performance review of Individual Director; and

b. External evaluation by a management or a human resources consulting firm based on their predetermined criteria.

iii. Evaluation of the Board as a Whole

Providing entrepreneurial leadership to the Company, having clear understanding of the Companys core business and strategic direction, maintaining contact with management and external stakeholders, ensuring integrity of financial controls and systems of risk management, making high quality decisions, monitoring performance of management, maintaining high standards of integrity and probity, encouraging transparency, etc.

iv. Chairmans Performance Evaluation

Providing effective leadership, setting effective strategic agenda of the Board, encouraging active engagement by the Board members, providing guidance and motivation to MD & CEO, impartiality in conducting discussions, establishing effective communication with all stakeholders, etc.

v. Performance Evaluation of Board Committees

The performances of the Committees are evaluated based on parameters such as, Mandate and composition, Effectiveness of the Committees, Structure of the Committees and their meetings, Independence of the Committees from the Board, Contribution to the decisions of the Board, etc.

The detailed procedure followed for the performance evaluation of the Board, Committees, Chairman, individual Directors & Independent External Persons is enumerated in the Corporate Governance Report forming part of this Annual Report.

18. BUSINESS OPERATIONS

The Company is an affiliate member of the International Organisation of Securities Commissions (IOSCO), which is an international body that brings together the worlds securities regulators and is recognised as the global standard setter for the securities sector. The Exchange is ranked worlds largest Exchange by the number of commodity Options contracts traded and sixth largest Exchange by the number of Commodity Derivatives contracts traded during the year 2024.(Source: FIA Annual Volume trading statistics).

With an aim to seamlessly integrate with the global commodities ecosystem, MCX has forged strategic alliances with leading international exchanges such as CME Group and London Metal Exchange (LME). The Exchange has also signed Memorandum of Understanding with renowned global exchanges viz. Dalian Commodity Exchange (DCE), Taiwan Futures Exchange (TAIFEX), Jakarta Futures Exchange (JFX), Zhengzhou Commodity Exchange (ZCE) and European Energy Exchange AG (EEX) to facilitate cooperation in areas of sharing knowledge and expertise, education & training, etc. In April 22, MCX signed a consultancy agreement with Chittagong Stock Exchange Limited (CSE) for setting up the first commodity derivatives platform of Bangladesh. Under this agreement, which concluded in the year 2024-25, MCX assisted and provided consultancy services in the areas of products, clearing and settlement, trading, warehousing, regulatory aspects, etc. The Exchange also has tied up with various trade bodies, industry associations and educational institutions across the country. These partnerships enable the Exchange to improve trade practices, increase awareness, and facilitate overall growth and development of the commodity markets.

Product Segment Highlights Bullion

I n pursuit of the Atmanirbhar Bharat Mission, the Multi Commodity Exchange of India Ltd. (MCX) has embarked upon the path of recognizing domestic bullion refiners for good delivery of gold on Exchange platform.

Accordingly, MCX empanelled domestic refiners as per "MCX Good Delivery Norms for BIS-Standard Gold/Silver" effective from 06^th March, 2021, has seen a successful delivery of 10,775 kg (about Rs. 6,356 crore) till Gold Mini (100 gram) 05 March, 2025 Futures contract.

The Bullion segment attained various landmarks during FY 2024-25:

MCX Gold Options with Gold (1 kg) Futures as underlying contract registered an average daily turnover of Rs. 22,028 crores in FY 2024-25 up by 304% from Rs. 5,447 crores in FY 2023-24.

MCX has introduced the modification in Gold Options contract with Gold (1kg) futures as underlying to include monthly expiries on 11^th November, 2024.

The performance of Gold (1kg) futures after its modification to include monthly expiries is given below:

Parameters	April-Sept 2024	Nov 11, 2024 till 31st March, 2025
Average daily turnover (ADT)	Rs. 12,209 crores	Rs. 38,991 crores
Average daily Volume (ADV)	16,869 kg	47,765 kg
Open interest (OI)	10,171 kg	13,047 kg

Bullion Options performance

Sr No ADT (In Rs.Crore)	FY 2023-24	FY 2024-25	% increase / (decrease)
1 Gold	Rs. 5,447	Rs. 22,028	304%
2 Gold Mini	Rs. 660	Rs. 6,072	820%
3 Silver	Rs. 2,586	Rs. 6,216	140%
4 Silver Mini	Rs. 408	Rs. 1,532	275%
Total	Rs. 9,101	Rs. 35,848	294%

 

Sr No	ADV (In Kg)	FY 2023-24	FY 2024-25	% increase / (decrease)
1	Gold	8,848	27,998	216%
2	Gold Mini	1,075	7,778	624%
3	Silver	3,52,440	6,91,292	96%
4	Silver Mini	55,425	1,67,038	201%
	Total	4,17,788	8,94,106	114%

 

Sr No OI (In Kg)	FY 2023-24	FY 2024-25	% increase / (decrease)
1 Gold	6,298	11,141	77%
2 Gold Mini	653	2,010	208%
3 Silver	2,56,168	4,04,503	58%
4 Silver Mini	54,502	90,738	66%
Total	3,17,621	5,08,392	60%

I t is further submitted that the monthly expiry, Gold 1kg options has clocked its highest turnover of Rs. 2,01,331 crores and highest volume of 2,37,754 kg on 28^th February, 2025 and highest open interest of 30,307 kg on 12^th March, 2025.

Gold Mini Options with Gold Mini (100 gram) Futures as underlying registered its highest turnover of Rs. 51,149 crore and highest volume of 59,791 kg was observed on 24^th February, 2025 and recorded highest open interest of 5,289 Kg on 23^rd December, 2024.

Silver Options with Silver (30 kg) Futures as underlying contract registered its highest turnover of Rs. 58,017 crore and highest volume of 64,42,920 kg was observed on 25^th November, 2024 and recorded highest open interest of 9,25,110 Kg on 12^th March, 2025.

Silver Mini Options with Silver (5 kg) Futures as underlying contract registered its highest turnover of Rs. 16,260 crore, highest volume of 17,79,465 kg and highest open interest of 2,32,830 Kg was observed on 19^th November, 2024.

New Bullion contract launched - Gold Ten (10 gram) Futures:

Gold Ten (10 gram) Futures contract was launched on 01^st April, 2025 and performance volumes on launch date is tabled below:

Gold Ten (10 gram) as on 01st April, 2025

Expiry Date	Volume (Lots)	Value (in Crore)	Open Interest (Lots)
30-Apr-25	1821	Rs. 16.55	762
30-May-25	1440	Rs. 13.12	536
30-Jun-25	213	Rs. 1.95	94
Total	3474	Rs. 31.62	1392

Continued success of new product design in Bullion:

Gold Petal (The worlds first deliverable 1 gram Gold Futures contract) has seen delivery of 638 kg (6,37,717 coins) since its launch in October 2019 till 31^st March, 2025. Gold Petal (1 gram) Futures contract registered an ADT of Rs. 33 crores in FY 2024-25 up by 153% from Rs. 13 crores in FY 2023-24.

Similarly, Silver Micro (1kg) Futures contract has seen successful delivery of 1,70,811 kg from February 2020 series onwards till 31^st March, 2025 and Silver Mini (5 Kg) Futures contract has seen successful delivery of 2,94,520 kg from

June 2020 series onwards till 31^st March, 2025. Silver Mini (5 kg) and Silver Micro (1 kg) Futures contract combined has registered an ADT of Rs. 3726 crores in FY 2024-25 up by 20% from Rs. 3109 crores in FY 2023-24.

A product profile for Bullion has been hosted on the website of the Company to help investors understand the physical market dynamics which influence the trading on the Exchange.

ENERGY SEGMENT PRODUCTS

The oil and gas market navigated the year with an interplay of factors, including controlled OPEC+ supply and variable demand, heightened geopolitical tensions, macroeconomic weakness and a continued focus on energy transition.

The conflict between Israel and Hamas expanded to the point where Israel and Iran exchanged direct strikes, temporarily reigniting fears of an oil supply disruption. A ceasefire between Israel and Hezbollah, brokered by the U.S. and France, played a significant role in stabilizing the situation. OPEC+ countries carefully managed production levels to balance supply and demand. US shale producers consolidated and remained cautious about production growth. This collaboration helped maintain stability in global markets.

The United States continued to lead in oil production in

2024. By mid-year, U.S. production levels reached record highs, reinforcing the countrys position as a global energy leader. Following U.S. President Donald Trumps victory in the November elections, global oil markets witnessed the impact of new US sanctions, with fears of potential supply disruptions. The markets focus soon shifted to renewed concerns over the world economy amid emerging trade wars and its impact on the pace of oil demand growth. Towards the end of the year, market again witnessed support from OPEC+ production cuts and increased consumption during colder months.

On the domestic front, India remains a leading refining nation, with strong infrastructure and a global presence in refined petroleum products. Indias significant role in global oil consumption continues to grow consistently. Indias growing population and industrialization are driving demand for petroleum and natural gas. The government is actively promoting domestic production, refining capacity and infrastructure development in the Indian oil and gas sector, while continuing its energy efficiency and transition efforts.

MCX Energy Contracts Review

MCX Crude oil and Natural gas contracts continued their strong performance in FY25. The crude oil and natural gas options contracts became the most successful options contracts globally, by achieving the number first and second positions respectively, as per global Futures Industry Association (FIA) ranking for 2024.

The MCX Crude oil options contracts set a benchmark by registering highest turnover of Rs. 4,08,006 cr. since inception, on 13^th January, 2025. In line the MCX Natural gas options contracts also created a milestone by clocking highest turnover of Rs. 1,21,056 cr. since inception, on 21^st February, 2025.

Keeping in line with the Exchanges objective of increasing the efficiency of energy derivatives in Indian markets and in its continuous endeavour to design new and innovative products, the Exchange launched Crude oil and Natural gas mini options contracts, on 23^rd April, 2024.

These smaller denominated options contracts were launched to cater to the needs of the SME/ MSMEs for price risk management and on other hand provide for ease of trading to the retail participants. Both these contracts were well accepted by the market participants and garnered a lot of interest. The MCX Crude oil mini and Natural gas mini options contracts registered an average daily turnover (ADT) of Rs. 1,057 cr. and Rs. 409 cr. respectively in FY 2024-25.

Agricultural Commodities

MCX agricultural commodities futures recorded an average daily turnover of Rs.10.32 crore in FY 2024-25 compared to 22.30 crore in FY 2023-24. The MCX Cotton contract turnover in FY 2024-25 averaged Rs.4.35 crore, compared to Rs.12.39 crore in FY 2023-24. The average daily turnover of Mentha oil contract stood at Rs.5.97 crore in FY 2024-25, compared to Rs.9.91 crore in FY 2023-24. MCX launched Cottonseed Wash Oil futures contract on 15^th October, 2024, turnover in FY 2024-25 (October 15 to March 31) was 0.24 crore.

The suspended of Crude palm Oil (CPO) futures, initially imposed from 20^th December, 2021, has been further extended until 31^st March, 2026"

Base Metals

In continuous pursuit of the Atmanirbhar Bharat mission, the Exchange has embarked upon the path of branding domestic Refined Lead Producers to facilitate their direct participation in price discovery and good delivery on Exchange platform. One additional domestic refined lead producer, namely, Jain Resource Recycling Private Limited was empanelled as MCX approved brands during the FY 2024-25. This takes the total count of approved domestic refined lead producers to 7. To enhance the efficiency of the empanelment process, several modifications were made to the principal document.

Ministry of Mines had issued a Quality Control Order, 2023 on 31^st August, 2023 on Aluminium and Copper. It was implemented on 01-December-2024. Accordingly, the Exchange modified Aluminium and Copper contracts to reflect the change.

Exchange has reduced the staggered delivery period to 3 days effective from January 2025 expiries.

Some of the important highlights of Base Metals in the year 2024-25 are:

1. In all, 69,384 MTs of base metals were delivered via the Exchange settlement in FY 2024-25.

2. The cumulative deliveries via exchange settlement went past 4.5 Lakh MTs since the year 2019 when those were converted to delivery settled contracts.

3. Exchange changed the delivery centre of Steel Rebar contract from Durgapur (West Bengal) to Kolkata (West Bengal) effective from September 2024 expiries.

4. Average daily OI, all metals combined for the year was 71,612 MTs with Aluminium and Copper top performing.

5. Similarly, Average daily volume, all metals combined was 70,728 MTs. Copper and Zinc Volume outperformed in the segment.

Index Futures

The Average Daily Turnover (ADT) for FY 2024-25 for MCX iCOMDEX Index futures was Rs. 10 crore. The Exchange is reaching out to the market participants for increased participation in the index products. The Exchange is pursuing Options on commodity indices and have approached the regulator for necessary approvals.

Market Participants

On the Institutional front, four Mutual Funds with six new schemes were registered in the exchange for participation in FY 2024-25. In the Alternative Investment Funds category, we saw addition of four names. In FY 2024-25, 68+ FPIs were registered and the turnover and participation was the highest during the period.

19. REGULATORY DEVELOPMENTS- FY 2024-25

During the year under review, SEBI, has issued Master Circulars for Stock Brokers, Master Circular on Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT), Comprehensive guidelines for Investor Protection Fund (IPF) and Investor Services Fund (ISF), Cybersecurity and Cyber Resilience framework for SEBI registered entities, Guidelines for Strengthening of Governance of Market Infrastructure Institutions (MIIs), Comprehensive framework for System Audit for Stock Brokers (SBs)/Trading Members (TMs), Guidelines with respect to the list of Statutory Committees at Exchange, has prescribed minimum criteria for the independent external evaluation of performance of MIIs, Statutory Committees of MII and their weightages, has amended certain clauses of Master circular on KYC, Master Circulars for Stock Brokers, Master Circular on Business Continuity Plan (BCP) and Disaster Recovery (DR), has modified staggered delivery period in commodity futures contract, timelines for submission of annual audited accounts/net worth certificate by Stock Brokers, Investor Charter for Stock Brokers and Exchange and eligibility criteria for launching Options contracts on agricultural and agri-processed commodities, has extended the timelines for implementation of Cybersecurity and Cyber Resilience Framework (CSCRF).

SEBI has allowed Stock Exchanges to submit preliminary and final RCA reports of technical glitches on web-based portal i.e. Integrated SEBI Portal for Technical Glitches (iSPOT). Also, advised to have a uniform data sharing policy based on data segregated/identified into 2 baskets, i.e. which can be shared with the public and which cannot be shared with the public.

20. RISK MANAGEMENT AND RISK MANAGEMENT POLICY

Your Company has put in place an Enterprise Risk Management ("ERM") framework to enable and support achievement of business objectives through identification, evaluation, mitigation and monitoring of risks applicable to your Company. The framework includes, among other elements, risk appetite statements, thresholds and metrics to monitor the risk to the Company.

Your Company has a comprehensive Risk Management Policy for managing risks such as Financial, Operational, Technology, Sectoral, Sustainability (particularly Environmental, Social and Governance related risks), Regulatory and Compliance, Business, Credit, Market, People, Legal, Reputational, Subsidiary Risks and Black Swan events related risks, etc.

The Company has a Risk Management Committee (RMC), which is constituted by Board of Directors for, inter-alia, identification, measurement and monitoring the risk profile of the Exchange. As on 31^st March, 2025, the RMC comprised of three Public Interest Directors, a Non-Independent Director and an Independent External Expert. RMC periodically reviews the Risk Management Policy and its implementation thereon, along with the comprehensive Risk Register. The Committee also periodically examines and evaluates the Risk Management Information Systems (RMIS) covering the existing as well as emerging risks. The risks pertaining to internal controls over financial reporting is reviewed by the Audit Committee. The ERM department identify areas of risk along with functional departments and work with departments to implement mitigation strategies.

The Chief Risk Officer (CRiO) oversees overall risk management of the Company and submits a report to SEBI on a half-yearly basis after presenting to RMC and the governing board. CRiO reviews the risk registers of all functions, and also takes into consideration the observations, if any, from audit reports encompassing financial, operational, system, and cyber aspects for identification of risk and in implementing mitigation measures.

The organization provides for three lines of defence construct where: i. the first line of defence incorporates business units and support functions as it has the responsibility to own and manage risks associated with day to day operational activities. ii. the second line of defence comprises of various oversight functions i.e., regulatory, risk management, compliance teams, and iii. the third line of defence comprises the internal audit function. For details relating to Risks and Concerns of your Company please refer to the Management Discussion and Analysis section forming part of this Annual Report.

21. INVESTOR PROTECTION FUND (IPF) AND INVESTOR SERVICE FUND (ISF)

Your Company has set up Multi Commodity Exchange Investor Protection Fund (IPF), to protect and safeguard the interest of investors/clients, with respect to eligible/ legitimate claims arising out of default of a member on the Exchange. The interest or income received on investment of surplus funds of IPF is used for imparting investor/client education, awareness, undertaking research activities or such other programs as may be specified by SEBI from time- to-time.

Currently, the applicable IPF compensation limit is Rs. 25 lakhs per client, with no member-wise limit. As on 31^st March, 2025, the corpus of IPF (provisional) stood at Rs. 28,373 lakhs.

Your Company has also set up an Investor Service Fund (ISF) for providing, inter-alia basic minimum facilities at various Investor Service Centres. The Company has set up 10 (Ten) Investor Service Centres across India till date. SEBI has permitted the Exchanges to utilize the corpus of ISF for conducting various investor education and awareness programs, capacity building programs and maintenance of all price ticker boards installed by the Exchanges, etc. In addition to above, the corpus may be utilized in any other manner as prescribed/permitted by SEBI in the interest of investors from time-to-time.

Your Company has transferred 1% of the turnover fees charged from its members on a monthly basis to ISF. As on 31^st March, 2025, the corpus of ISF (provisional) stood at Rs. 11.33 crores.

In order to enhance literacy and to promote investor education and awareness in the commodity derivatives market, around 2395 awareness programs (seminars/ webinars) were conducted under the banner of ISF in FY 202425. Out of these programs/webinars, over 190 programs were Regional Investor Seminar for Awareness (RISA) (seminars/ webinars) conducted jointly with SEBI. In FY 2024-25, the Exchange has conducted awareness programs across India, for Investors, Students, Farmer Producer Organizations (FPOs), Hedgers, Physical Market Participants/Stakeholders, Micro Small And Medium Enterprises (MSMEs), Corporates, etc. from the Bullion Industries, Metal Industries, Energy Markets and Agricultural sector.

Some major awareness initiatives in FY 2024-25 undertaken were as follows:

World Investor Week (WIW) was celebrated from 14^th October, 2024 till 20^th October, 2024 throughout India under the aegis of SEBI & IOSCO.

• Total over 153 awareness programs were conducted across India during WIW, which had over 7491 participants.

• Awareness programs across commodities were conducted with several prominent Institutes, State and National Universities, Trade Associations and Chambers of Commerce by utilizing the ISF.

Awareness through Media channels:

The objective of MCX IPF is to spread mass awareness and educate commodity market stakeholders. During FY 202425, a number of investor awareness activities were carried through various media across (digital, electronic and print modes).

Various Investor Awareness Media Activities carried out during FY 2024-25:

• A Monk Who Trades Investor Awareness Comic Series was published in newspapers.

• Short Investor Awareness Videos were played on TV channels, were run as YouTube ads and were run on various websites & languages. Subtitles and sign language videos were super-imposed on these videos in order to reach a broader audience.

• Investor Awareness messages were broadcasted on radio stations in regional languages.

• Special investor awareness activities, including contests on social media and amongst employees were carried out during the World Investor Week 2024.

• Investor Awareness messages were displayed at airports and were run on various social media platforms.

• Quiz cards, messages in the form of moral stories, investor encyclopaedia, guess the word and such creatives are posted everyday on social media.

Other Initiatives:

MCX IPF successfully organized the 7^th edition of MCX-IPF COMQUEST- 2024-25, its premier, National-level Commodity Market Educational Quiz for students. This year, around 10000+ individual students, from over 650 institutes across India participated in the competition, making it the largest number amongst all previously held editions.

22. TRAINING AND EDUCATION

Your Company continues to reach out to various academic institutions to enhance knowledge about commodity derivatives, commodity eco-system and role of exchange traded derivatives market in facilitating derivatives trading for price risk management and price discovery.

To achieve the said objectives, your Company undertook the following -

i) Certification courses such as MCX Certified Commodity Professional (MCCP), MCX Certified Index Professional (MCIP) MCX Certified Commodity Options Professional (MCOP) examination;

ii) Introduced Joint Certification Programmes (JCP) with various academic institutions;

i ii) Conducted Case Study competitions in partnership with reputed B-Schools

iv) Carried out multiple engagement programmes towards imparting education and awareness among academia, students covering around 200 B-Schools, Colleges, academic bodies, etc;

v) Conducted the VIIth edition of MCX-IPF COMQUEST All India commodity quiz programme which saw a record number of participation from both the academic institutions (Over 650) and their students. As part of this initiative to deepen it further, we have carried out zonal (4) quiz programmes

vi) Conducted awareness programmes for academic institutions for SEBI SMART certified professionals.

23. WAREHOUSING

Consequent to the transfer of clearing and settlement division of the Exchange to Multi Commodity Exchange Clearing Corporation Ltd. (MCXCCL) w.e.f. 01^st September, 2018, physical deliveries of the commodities traded on the Exchange platform are effected through MCXCCL.

MCXCCL ensures that the members of MCX and their constituents are provided with warehousing arrangements and associated facilities like testing etc. Those willing to store goods and give delivery on the Exchange platform get these facilities for commodities traded on MCX in Bullion, Metals and Agricultural segments. To facilitate this, MCXCCL verifies and accredits warehouses and vaults across various delivery centres. It operates only with electronic receipts of goods stored in MCXCCL accredited warehouses/vaults on a highly efficient digital platform. In order to keep a check on compliance, correct the deficiencies and enhance market confidence, MCXCCL has an elaborate warehouse and vault inspection activity in place.

MCXCCL has a wide network of warehouses/ vaults for delivery of commodities traded on MCX platform. This provides confidence to members to trade on MCX. As on 31^st March, 2025, MCXCCL has entered into agreements with six Warehouse Service Provider (WSPs) for facilitating physical deliveries in agricultural commodities and base metals. As on 31^st March, 2025, MCXCCL is operating from 31 accredited warehouses of which 18 warehouses are registered with Warehousing Development and Regulatory Authority (WDRA). The remaining 13 warehouses for metals do not require WDRA registration.

Further, MCXCCL has entered into agreements with 4 Vault Service Provider (VSPs) for facilitating physical deliveries in bullion. There are 10 accredited vaults of these agencies located across various delivery centres.

24. SUBSIDIARY

Multi Commodity Exchange Clearing Corporation Limited (MCXCCL)

MCXCCL, a wholly-owned subsidiary of your Company, was set up as a separate clearing house for providing Clearing and Settlement services to the Company. MCXCCL performs risk management of the trades executed, collects margin from the members, effects pay-in and pay-out and oversees delivery and settlement processes. SEBI had granted renewal of recognition to MCXCCL to act as a Clearing Corporation for a period of three years commencing from 31^st July 2019 and ending on 31^st July 2022 and had granted renewal of recognition to MCXCCL, to act as a Clearing Corporation for a period of three years commencing on 31^st July 2022 and ending on 30^th July 2025.

SEBI vide its letter dated 16^th July 2025, has granted renewal of recognition to MCXCCL, to act as a Clearing Corporation for a period of further three years commencing on 31^st July 2025 and ending on 30^th July 2028, subject to complying with all Rules, Regulations, guidelines and other instructions as may be issued by SEBI from time to time.

Risk management being an important function for a clearing corporation, MCXCCL has a well-defined Risk Management Framework and Risk Management Policy in place. This works at various levels across the enterprise to form a strategic defence cover for the Company. MCXCCL has constituted a Risk Management Committee, which periodically monitors and reviews Risk Management plan and the implementation of SEBI norms on Risk Management and recommends to the Board any modifications to the Risk Management Policy.

MCXCCL is recognized as a Qualifying Central Counterparty (QCCP) by SEBI. This enables the participants to apply lower risk weightage towards their exposures to MCXCCL as per Basel II capital adequacy framework. It has membership of CCP12, the renowned global association of Central Counterparties and membership of Asia-Pacific Central Securities Depository Group (ACG).

During the year under review, there was no change in the Authorized, Issued and Paid-up Share Capital of MCXCCL. As on 31^st March, 2025, Authorized Share Capital of MCXCCL stood at Rs. 30,000 lakh and issued and paid-up share capital stood at Rs. 23,999 lakh. The net worth as at 31^st March, 2025 was Rs. 67,145.76 lakh.

Core Settlement Guarantee Fund (Core SGF)

SEBI vide circular no. SEBI/HO/CDMRD/DRMP/CIR/2018/111 dated 11^th July, 2018, issued norms related to computation of SGF requirement and standardized stress testing for credit risk in commodity derivatives. The total Core SGF as on 31^st March, 2025 stood at Rs. 93,014 lakh, of which Rs. 19,263 lakh has been contributed by MCX, Rs. 48,353 lakh has been contributed by MCXCCL and Rs. 25,398 lakh has accrued from penalties, interest and other accruals.

25. ASSOCIATES

Countrywide Commodity Repository Limited

Your Company entered into a Shares Sale/Purchase and Shareholders Agreement with Central Depository Services Limited (CDSL) and Countrywide Commodity Repository Limited (CCRL) effective 18^th May, 2018, for setting up and operationalization of a repository under the Warehousing (Development and Regulation) Act, 2007. Pursuant to Section 2(6) of the Companies Act, 2013, CCRL became an associate Company of MCX w.e.f. 04^th June, 2018, consequent to investment of Rs. 1,200 lakh comprising of 12,000,000 equity shares of Rs. 10 each, equivalent to 24% stake in CCRL.

India International Bullion Holding IFSC Ltd. (IIBH)

MCX, National Stock Exchange of India, National Securities Depository Limited, Central Depository Services Limited and BSEs subsidiaries India INX International Exchange and India International Clearing Corporation have joined hands for setting up of Market Infrastructure Institutions (MIIs) comprising of International Bullion Exchange, Clearing Corporation and Depository Company at Gujarat International Finance Tec-City (GIFT) via a Holding Company i.e. India International Bullion Holding IFSC Limited (IIBH), as per the Regulations issued by International Financial Services Authority (IFSCA).

This move is in line with the governments objective to make India a price-setter in bullion trade through GIFT International Finance Service Centre. It will help in efficient price discovery in domestic market given the fact that India is the second largest consumer of Gold. The Exchange would present an opportunity for all stakeholders including MCX to expand their scope of business.

Accordingly, MCX, along with all other consortium partners, contributed Rs. 3,000 lakh each comprising of 30,00,00,000 equity shares of Rs. 1 each equivalent to 20% stake in IIBH as on 31^st March, 2025.

Additionally, MCX has contributed to IIBH Rs. 2,000 lakh through rights issue on 06^th September, 2024.

During the year under review, there were no companies which have become or have ceased to be the joint venture of your Company.

Further, the Managing Director & CEO of your Company does not receive any remuneration or commission from its subsidiary and associate companies.

A report on the performance and financial position/salient features of the subsidiary and associate companies as per the Companies Act, 2013 is provided as Annexure I.

In accordance with Section 136(1) of the Companies Act, 2013, the financial statements including standalone and consolidated financial statements and all other documents required to be attached thereto and audited annual accounts of MCXCCL, the subsidiary Company, are available on our website at the weblink https://www.mcxindia.com/investor-relations.

26. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement, as stipulated under the SEBI (LODR) Regulations, 2015, forms a part of this Annual Report.

27. COMMITMENT TO QUALITY

Your Company continues its journey of delivering value to all its stakeholders through investments in quality programs. Your Company has been enabling excellence in product and services delivery through compliance of robust processes, quality management system, customer centricity and risk mitigation. Your Company has adopted several external benchmarks and certifications to validate the processes and controls implemented across the Exchange. Your Company resolves to maintain its pre-eminent position in the Commodity space.

Your Company was successful in upholding its commitment towards compliance with and adherence to international best practices. Your company has been continuously raising the bar through effective research and product development, intelligent use of information and technology, innovation, thought leadership and ethical business conduct. MCX has been certified with ISO standards, ISO 9001:2015 Quality Management System, ISO 14001:2015 Environment Management System, ISO 22301:2019 Business Continuity Management System and ISO/IEC 27001:2022 Information Security Management System. As a part of its commitment to its subscribers, trading members, and the partner ecosystem, your Company also undertook proactive audits to strengthen its core processes, cyber security posture and adherence to regulator guidelines, as they came into effect.

It is the constant endeavour of your Company to hire and retain the top talent. The Company has invested in senior leadership resources and strengthened the middle management layer.

28. RESEARCH AND DEVELOPMENT

Your Company regularly undertakes research for developing new products against the backdrop of evolving market needs, changing policy and regulatory landscape and global best practices. Following research in market demand and after receiving regulatory approvals, on 23^rd April, 2024, your Company launched Options contracts for Crude Oil Mini and Natural Gas Mini Futures, followed by the launch of Futures contracts for Cotton Seed Wash Oil on 15^th October, 2024. The Mini contracts cater to smaller market participants, while Cotton Seed Wash Oil Futures provides price transparency for processors and traders. Continuing its innovative product offerings, MCX introduced the Gold Ten Futures contract on 1^st April, 2025, which is based on 10 grams of gold, appealing to Indian consumers and small investors. Such product-based research were also carried out in many other commodities and variants of existing derivative contracts, on which the Exchange shall launch products at opportune times and after receiving due regulatory approvals.

In accordance with SEBI guidelines on utilisation of interest income on Investor Protection Fund (IPF) for research activities, your Company undertook three research studies during the year 2024-25 on various themes connected to commodity derivatives market. The studies were Commodity Options Strategies for Easing Participation of Hedgers and Small Stakeholders being undertaken by Birla Institute of Management Technology (BIMTECH), State of Warehouse Receipt-Based Financing in India and Path Forward, undertaken by TransGraph Consulting Pvt. Ltd and Settlement Guarantee Fund as a Risk Management Tool in Indian Commodity Derivatives Market - Examining its Various Dimensions, being undertaken by Indian Institute of Management Bangalore. Further, two research studies initiated in 2023-24, was completed during 2024-25. These are titled Hedging of Price Risks in Energy Commodities, by UPES and Initiatives for Achieving Atmanirbhar Bharat-Impact on Physical Commodity Markets and Exchange Ecosystem undertaken by IIT Kharagpur.

Reports of completed research studies have been widely publicized through the Exchanges website and social media accounts and the printed copies of the reports compiled and circulated among policy circles, educational institutions, regulatory bodies etc. Besides, the findings of the studies are also being disseminated through articles published in the print media and also widely-publicized awareness events.

To raise awareness and promote research in commodity markets and their ecosystem, your company publishes an annual publication titled Commodity Insights Yearbook. The 2024 edition of the Yearbook was a collaborative effort between MCX IPF and the Indian Institute of Management Bangalore. It was released by Shri G.P. Garg, Executive Director of SEBI, during a knowledge-sharing session on 16^th October, 2024.

This Yearbook is a compilation of research articles and valuable data on commodity markets and the 2024 edition specifically focused on articles centered around the theme of Enhancing Participation in the Commodity Derivatives Market. The Yearbook along with relevant data in user-friendly spreadsheets have been made available for free download on the Exchanges website to ensure maximum accessibility. Copies of the Yearbook have also been widely distributed among academicians, libraries, and other stakeholders.

Apart from the annual Commodity Insights Yearbook mentioned above, a monthly newsletter Commodity Connect is widely circulated and uploaded on the website, which is another effective tool used to regularly communicate with the Exchanges stakeholders.

During the year 2024-25, your Company also engaged with a number of educational institutions and participated in research conferences conducted by institutions and associations such as India Gold Policy Centre at IIM Ahmedabad, The Indian Econometric Society (TIES), International Conference on Financial Markets and Corporate Finance (annual pan-IITs research conference), India Finance Conference (annual pan-IIMs research conference), apart from conducting and participating in training and awareness sessions at a number of educational institutions across the country.

As part of the Exchanges initiatives at creating and spreading knowledge for orderly functioning and development of the securities market, your Company has been providing calculated values for some commodities on a daily basis to an Asset Management Company (AMC), which forms part of a benchmark index created and tracked by the AMC.

29. ENVIRONMENTAL RESPONSIBILITY

Your Company believes in climate friendly business practices and focussed sustainability initiatives. Your company has adopted an Environmental Policy. It utilises the resources in an effective manner and focuses on energy efficient equipment with longer durable life to drive its business.

Your company is highly dependent on Information Technology. To maintain its productivity and sustainable performance it carries out regular maintenance along with software and storage upgrades. The IT infra is built on scalable model where the services can be expanded without replacing the infra through higher upgrade.

Your company encourages online meeting as much as possible and limit physical travel as it is aware of carbon footprints left behind through Business travels.

Your company manages its waste through environmental best practise on the principle of Reuse, reduce and recover. Your company has E-Waste policy for disposal of E-waste through recyclers to avoid any e-waste going to the land fill.

Your company has adopted resource conservation through efficient use of water by introducing tap aerators and rainwater harvesting.

Your company has implemented password enabled printers to reduce paper waste.

Your company checks its emission by implementing Retro Emission Control Device (RECD) on Diesel generators to trap particulate matter (PM) from escaping in the environment promoting environmental healthy practices.

Your company checks the environmental pollution through stack emission, Noise Pollution & Air quality checks.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, the Company has established a CSR Committee. Operating under its CSR policy, the Company remains committed to contributing meaningfully to societal development. It aims to deliver impactful support through initiatives that addresses key community needs and are implemented in collaboration with local stakeholders.

The CSR strategy is regularly reviewed to ensure alignment with the Companys objective, with ongoing monitoring to assess the effectiveness and outcomes of various programs. The Company emphasizes sustainable, inclusive growth by focussing on diverse initiatives designed to enhance the wellbeing of communities.

For the FY 2024-25, a CSR budget of Rs. 212.38 lakhs was allocated. Specific allocations have been made toward the following projects:

• Providing support for the construction of single floor of a seven-story school building with furniture, smart board, computer and hardware for the underprivileged and HIVpositive children for their education.

• Providing contribution towards the support of athletes training preparing for Olympics/ Paralympics 2028, specially within the sport of Shooting.

• Providing support for installation of sustainable community based safe drinking water platform i.e., Community Water Centres, at 3 villages near Jaipur in Rajasthan.

• Providing sustainable and affordable energy solutions (solar off grid system) for street lighting, Schools and Anganwadi in few villages in Maharashtra.

The brief of the CSR activities undertaken during the year have been provided in the Annual Report on CSR activities forming part of this Report as Annexure II.

The CSR Policy formulated in accordance with the Companies Act, 2013 (as amended from time to time), guides the Companys CSR approach to serve the well-being of the society at large. The CSR Policy and initiatives adopted by the Company on CSR are available at the web link https:// www.mcxindia.com/about-us/csr

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report (BRSR) of the Company for the Financial Year 2024-25, as required under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, is a part of this Annual Report and also available on the website of the Company at www.mcxindia.com. The BRSR provides insights on the initiatives taken by the Company from an environmental, social and governance perspective. The Company regularly carries out several initiatives that contribute to the sustainability and well-being of the environment and the communities in which it operates. The Company also recognises the importance of sustainability and is committed to conserve the ecological integrity of its locations through responsible business practices. Sustainability is thus a core agenda for the Company.

32. ETHICS AND GOVERNANCE POLICIES

Your Company adheres to high ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Accordingly, your Company has adopted various codes and policies to carry out the duties in an ethical manner. Some of these codes/policies framed and implemented by your Company are the Code of Conduct, Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy/Vigil Mechanism, Policy on Related Party Transactions, Policy for determining Material Subsidiaries, Corporate Social Responsibility Policy, Risk Management Policy, Nomination and Remuneration Policy, Policy for Appointment of Independent External Persons on Committees of the Board, Board Diversity Policy, etc.

A. POLICY ON NOMINATION AND REMUNERATION PARTICULARS OF REMUNERATION

Your Company has adopted a well-defined Nomination & Remuneration Policy for Directors, Key Managerial Personnel formulated in terms of the provisions of SECC Regulations, 2018, Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The said Policy is available under the weblink https://www.mcxindia.com/ investor-relations/corporate-governance

The ratio of the remuneration of each Director and KMP to the median employees remuneration and other details in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 27(6) of the SECC Regulations, 2018, forms part of this Report as Annexure III.

Further, in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 27(5) of SECC Regulations, 2018, a statement containing particulars of employees as stipulated therein also forms part of this Report as Annexure IV.

B. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI (LODR) Regulations, 2015 and SEBI circular ref. No. SEBI/HO/ MRD/POD3/P/CIR/2024/162 dated 22^nd November, 2024, the Board of Directors have implemented a vigil mechanism through the adoption of a Whistle Blower Policy which has been amended from time to time. The said policy is available on the website of the Company at https://www.mcxindia.com/investor-relations/ corporate-governance For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

C. POLICY ON MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a policy for determining Material Subsidiaries.

For FY 2024-25, Multi Commodity Exchange Clearing Corporation Limited ("MCXCCL") is the material subsidiary of the Company. As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of MCXCCL is a part of Annexure V of this report.

The policy on Material Subsidiary is available on the website of the Company at https://www.mcxindia.com/ investor-relations/corporate-governance

D. INSIDER TRADING REGULATIONS

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI"). The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.mcxindia. com/investor-relations/corporate-governance

E. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, a transaction with a related party is considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

All related party transactions entered into by your Company during the period under review were in the ordinary course of business and at arms length pricing basis. Also, prior omnibus approval was obtained for related party transactions which were of repetitive nature and entered in the ordinary course of business and are at arms length. The related party transactions entered into by your Company during the year under review, were approved by the Audit Committee and noted by the Board, as applicable, in accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable guidelines/ directions from the Regulator. Further, transactions entered into between a holding Company and its wholly owned subsidiary whose accounts are consolidated with such holding Company are exempted from the provisions related to omnibus approval, under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. However, the Company, as a good corporate governance practice, does seek omnibus approval for transactions to be entered into with MCXCCL, wholly owned subsidiary of the Company.

Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in Form AOC-2, is available on the website of the Company at https://www.mcxindia.com/investor- relations/agm-fy-2024-25

Your Company has formulated a policy on materiality of related party transactions and dealing with related party transactions as amended from time to time. The Policy is uploaded on the website of your Company and may be accessed at the weblink: https://www.mcxindia. com/investor-relations/corporate-governance

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures, are reported in Note 37 of Notes to Accounts of the standalone and consolidated financial statements of your Company.

F. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had formulated a Dividend Distribution Policy which is available on the Companys website at https://www.mcxindia.com/investor- relations/corporate-governance.

G. BOARD COMMITTEES

There are various Board constituted Committees as stipulated under the Act and SEBI (LODR) Regulations, 2015 namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

Additionally, Company being an Exchange, has also constituted other Regulatory Committees as stipulated under SECC Regulations, 2018.

AUDIT COMMITTEE

A detailed note on the composition, terms of reference etc., of Audit Committee is covered under the Corporate Governance Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

33. STATUTORY AUDITORS AND THEIR REPORT

The shareholders, at their 18^th Annual General Meeting (AGM) held on 31^st August, 2020 had appointed M/s Shah Gupta & Co., Chartered Accountants (Firm Registration No. 109574W) for a term of 5 (five) consecutive years to hold office from the conclusion of the 18^th AGM until the conclusion of the 23^rd AGM of the Company, at a remuneration of Rs. 15 lakh (Rupees Fifteen lakh) for the FY 2020-21, plus reimbursement of out-of-pocket expenses and applicable taxes, with an escalation of upto 10% once in two years. The Audit Committee and Board in its meeting held on 04^th February, 2023, recommended an increase of 6% in the statutory audit fees of M/s Shah Gupta & Co. for the FY 2022-23 & FY 2023-24 amounting to Rs. 15,90,000/- for each year (plus reimbursement of out-of-pocket expenses and applicable taxes). The Audit Committee and Board in its meeting held on 27^th July, 2024, recommended an increase of 10% in the statutory audit fees of M/s Shah Gupta & Co. for the FY 202425 amounting to Rs. 17,49,000/- (plus reimbursement of out- of-pocket expenses and applicable taxes).

The Report given by the Auditor on Financial Statements of the Company forms part of the Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report. During the year, the Auditors have not reported any fraud to the Audit Committee or the Board.

The Board of Directors at their meeting held on 08^th May, 2025 based on the recommendations of Audit Committee, approved the appointment of M/s. V Sankar Aiyar & Co. (FRN: 109208W) as Statutory Auditor and Tax auditor for the tenure of 5 years, from the 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting subject to approval of shareholders at the ensuing Annual General Meeting.

34. SECRETARIAL AUDITORS AND THEIR REPORT

M/s. AVS & Associates, Practicing Company Secretaries (FRN: P2016MH054900), were appointed as the Secretarial Auditors by the Board to conduct the secretarial audit of the Company for FY 2024-25. Further, M/s Mayekar & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors by the Board of MCXCCL to conduct their secretarial audit for FY 2024-25.

In accordance with Section 204(1) of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015 the Secretarial Audit Reports of the Company and MCXCCL for the Financial Year ended 31^st March, 2025 are annexed as Annexure V to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. The Board of Directors at their meeting held on 08^th May, 2025, based on the recommendations of Audit Committee, approved the appointment of M/s AVS & Associates, Practicing Company Secretaries, (FRN: P2016MH54900) as Secretarial Auditors of the Company for a term of 5 years from FY 2025-26 till FY 2029-30 subject to approval of shareholders at the ensuing Annual General Meeting.

35. INTERNAL AUDITOR

Internal Audit for the year ended 31^st March, 2025, was conducted by M/s Mittal & Associates, Chartered Accountants. Internal Audit report at periodic intervals were placed before the Audit Committee and the Board.

36. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards ("SS") issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

38. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in form MGT-7 for FY 2024-25 is available at the web link https://www.mcxindia.com/investor-relations

39. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has maintained adequate internal financial controls over financial reporting, which are constantly assessed and strengthened with new/revised standard operating procedures. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors on the effectiveness of internal controls and the veracity of the financial statements. Such internal financial controls over financial reporting were operating effectively as of 31^st March, 2025.

40. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No fraud has been reported by the Auditors to the Audit Committee or the Board.

41. LEGAL UPDATE

Crude Oil Matters:

Crude Oil contracts were launched by MCX on 22^nd October, 2019, which expired on 20^th April, 2020. As per contract specifications, the Crude oil contracts are always settled as per the NYMEX WTI Crude oil contract settlement price converted into Indian rupees on the last trading day. On 20^th April, 2020, the Crude oil futures contract traded on NYMEX that was due on 21^st April, 2020, fell into negative territory i.e. negative $ 37.63 due to the fall in demand on account of the unprecedented COVID-19 pandemic. Accordingly, vide Circular dated 21^st April, 2020, the Due Date Rate (DDR) of Crude Oil Contracts futures expiring on 20^th April, 2020 was fixed at a negative value of Rs. (-) 2884/- per barrel. This resulted in multiple Writ Petitions being filed against MCX and MCXCCL in various High Courts wherein It was inter-alia prayed to quash and set aside the Impugned Circular dated 21^st April 2020.

All the writ petitions filed before various High Courts were transferred to Honble Bombay High Court and clubbed. The matter is in the final stages and is likely to be listed on September 03, 2025. In two other Writs, SEBI had in January 2023 filed Transfer Petition before the Supreme Court out of which one has been transferred, and the other one remains.

42. HUMAN RESOURCE DEVELOPMENT

Human Resources plays an instrumental role in securing the future success of the organization. In doing so, HR by its long-term vision of working in partnership to create an environment where employees can thrive and are enabled to deliver sustainable organizational performance.

As on 31^st March, 2025, the Exchange had 456 employees (includes employees and trainees/management trainees).

HR principles & priorities have ensured that exchange seeks to retain, develop and continue to attract people with the requisite skills to help shape a better organization and foster employees engagement and motivation throughout the implementation process. Structured Internal Job Posting provides opportunities to deserving employees to be considered for lateral & hierarchical career growth within the organization.

Additionally, Exchange undertakes various staff welfare activities to improve productivity by bringing unity such as the "Annual Employee Event", Family Day, celebrations of various festivals designed to have enhanced interpersonal relationship and team work.

43. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company continues to have in place an Anti-Sexual Harassment Policy and has complied with the provisions relating to the constitution of Internal Complaints Committee under "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013"

No complaint was received during the FY 2024- 25 in relation thereto. Details are provided below:

(a) number of complaints of sexual harassment received in the year: 0 complaints

(b) number of complaints disposed off during the year; and - NA

(c) number of cases pending for more than ninety days.- NA

The Company has complied to the provisions relating to the Maternity Benefits Act 1961 in FY 24-25.

44. EMPLOYEE STOCK OPTION SCHEME

The stock options granted to the employees of the Company, operate under the "Employee Stock Option Scheme 2008 (ESOP 2008)" of the Company, formulated in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, which was approved by the shareholders at the Extraordinary General Meeting held on 27^th February, 2008. MCX ESOP Trust constituted by the Company is responsible for administration and implementation of the scheme under the directions of the Nomination and Remuneration Committee. There has been no change in the Scheme during the year ended 31^st March, 2025.

There were no grants pending for vesting as at 31^st March, 2025. No new grants were made during FY 2024-25.

The relevant disclosures required under the SEBI Regulations for the year ended 31^st March, 2025 are available on the website of the Company at https://www.mcxindia.com/ investor-relations/corporate-governance

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, are explained as under:

A) CONSERVATION OF ENERGY

Your Company drives its business though effective energy utilisation. Your company has taken various measures viz. using energy-efficient equipment for its business and sustainable growth. Your company always strives towards new technologies and techniques to make its infrastructure more energy efficient.

i. Steps taken or impact on Conservation of Energy:

Your Company has Precision Air cooling system for Rack servers in the Data Centre, which are efficient in power saving and have Variable Frequency device (VFD) coupled with linear scroll compressors which favors low drive proportional power during low power requirement. Moreover, the system cools only the equipment and not the external environment, thereby, ensuring that no energy is wasted in running compressors excessively to maintain the desired temperature in the Server Racks.

Your Company has 7^th Gen Variable Refrigerant Volume (VRV) air-conditioning system for the entire building, which works on invertor compressor i.e during less occupancy the compressor drive have less rotations resulting in low energy consumption and promoting power saving. Moreover, the refrigerant R410A used in the system is also environment friendly.

Your Company has UV resistant film on facade glass windows to reduce the heat entering the building. This reduces the load on air-conditioning system to cool the office. The glass windows also reduce the electricity consumption due to lesser requirement of lighting during the day.

Your Company maintains adequate capacitor bank for non-linear electrical loads like air-conditioning plant, pumps and motors, thereby reducing the drawing of extra energy and improving the power factor.

Your Company uses low energy consuming electrical equipment with modern efficient devices such as LED lights, IP based cameras etc.

Your Company has adopted ASHRAE (American Society of Heating, Refrigerating and Air Conditioning Engineers) guidelines for Air conditioning and maintains the temperature at 24 degrees in work areas.

Your Company has strict Power monitoring schedule for air conditioners and lighting to ensure no wastage of electricity.

Also, energy audit, heat load calculations and power factor corrections are carried out at regular intervals.

Your Company has installed password-based printers, which do not print the document unless password is entered on the printer thereby reducing unnecessary printing of papers and waste of energy.

ii. Steps taken by your Company for utilizing alternate sources of energy:

No alternate source of energy is utilized by your Company.

iii. Capital investment on energy conservation equipment:

Your Company has replaced old Air Conditioning with the 7^th Gen VRV Air conditioning system which is highly energy efficient compared to earlier generation Acs.

B) TECHNOLOGY ABSORPTION

Cyber Security framework

Special emphasis was laid by your Company on continuous improvement in its cyber security framework and information security management systems. There is a focused approach in cyber security management through people, processes and technology. Highest priority and continuous support were given by the senior management to all matters of cyber security and risk management. It is the constant endeavour of your Company to meet the expectations of the Regulators and comply with the guidelines laid down by the national agencies tasked with information security and cyber defence of critical infrastructure. There is a dedicated Security Operations Centre (SOC) staffed with industry experts who are armed with the latest security technologies and threat intelligence to protect our critical infrastructure. The SOC provides 24x7x365 vigilance against cyber threats, proactive response against incidents, and provides vital inputs on improvement of your Companys security architecture and design. Your Company follows global security standards like ISO 27001:2022 Information Security Management & aligns with NIST Cyber Security Framework.

Your Company is not only committed to the protection of assets by deploying security measures for Work from Home (WFH), but also has implemented a long-term strategy to deal with the challenges of teleworking. Security measures have been implemented for onpremises to protect against cyber-attacks.

All staff and members are provided with information security awareness sessions and trainings on cybervigilance and cyber security practices to avoid human targeted attacks. The Company has also been classified as a national CII (critical information infrastructure) custodian, through notifications from the Ministry of Finance (MoF) & National Critical Information Infrastructure Protection Center (NCIIPC). Your Company has taken measures to meet the expectations of the agency, keeping in mind the additional due diligence and controls for safeguard of the CII.

Switchover/switchback between Primary & DR site while conducting un-announced Live trading from DR site

Your Company ensured smooth running of an unannounced Live Trading Operations from Disaster Recovery Site for two consecutive days, in compliance with regulatory norms. Un-announced live trading was carried out in the month of August 2024 and December 2024.

Your Company ensured that staff members working at DRS run the live trading session independent of the PDC staff.

Your Company has strengthened the Business Continuity Plan (BCP) and Disaster Recovery (DR) Policy and framework considering the latest SEBI Guidelines for BCP-DR of MIIs, with an objective to put in place measures to restore operations of critical systems within stipulated Recovery Time Objective (RTO), streamlining communication protocols, identifying broad scenarios of disaster, escalation hierarchy among others.

Upgrading Information Technology Systems

Your Company has continued to allocate substantial resources towards upgrading information technology systems. Our overarching goal remains achieving higher capacity, lower latency, improved market efficiency and transparency, enhanced user access, and providing flexibility for future business growth and market needs.

Strong Technology Framework

MCXs technology infrastructure is the foundation of our business and a key contributor to the Exchanges functioning and development. Our trading platform, mission-critical applications, and supporting infrastructure are hosted in a state of the art Data Centre at our headquarters in Mumbai and replicated at a Near Site and at a Disaster Recovery site in Gift City - Gandhinagar.

Our electronic platform is supported by our infrastructure and advanced technology, allowing fast trade execution, with uptimes exceeding 99.9% since inception, low latency, anonymity between counterparties, price transparency, prompt and reliable order routing, trade reporting, multicast tick-by-tick market data dissemination and market surveillance. The platform is built on state-of-the-art storage- based technology, using Non-Volatile Memory Express (NVME) technology, one of the fastest storages in the world. This positions MCX as one of the first to deploy such technology, providing a competitive edge.

(i) The benefits derived like product improvement, cost reduction and product development:

During FY 2024-25, your Company continued to invest in IT systems and using IT as an enabler to provide a competitive advantage. Your Companys robust technology infrastructure continues to provide uninterrupted trading experience, reliability, credibility and mitigating risk of single point of failure. Your company has laid special focus on automation to drive efficiency, scalability and innovation.

In the fiscal year 2024-25, the Companys internal software development team initiated several key projects to augment and deploy a range of ancillary systems in alignment with organizational needs and in compliance with SEBIs regulations and deadlines. Notable among these initiatives were: 1) Enhancing the surveillance systems architecture and optimization, which led to a threefold increase in message processing capacity. 2) Upgrading outdated technology in legacy applications to remain current and reduce the risk of cyber threats.

(ii) Details of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Your Company has not directly imported any technology during the last three financial years.

(i) Expenditure incurred on Research and Development (during the year under review)

- Not applicable

C) FOREIGN EXCHANGE EARNINGS / OUTGO DURING THE YEAR UNDER REVIEW

The details of foreign exchange earnings and outgo during the year under review forms part of the Significant Accounting Policies and Note no. 33 of Notes to Accounts of the standalone and consolidated financial statements.

46. CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. The report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 and the certificate from a Practicing Company Secretary, regarding compliance of conditions of corporate governance, forms part of this Annual Report. The report on Corporate Governance also contains disclosures as required under the Companies Act, 2013.

47. RESOURCES COMMITTED TOWARDS STRENGTHENING REGULATORY FUNCTIONS AND TOWARDS ENSURING COMPLIANCE WITH APPLICABLE REGULATORY REQUIREMENTS

The Company being a recognised Stock Exchange is governed by SEBI. The Company ensures compliances with various regulations and guidelines issued by SEBI from time to time and strives to implement the best governance practices.

The disclosure pertaining to resources committed towards strengthening regulatory functions and ensuring compliance with regulatory requirements, backed by an activity based accounting, in terms of Regulation 33 of the SECC Regulations, 2018, is as under.

During the year under review, the Companys regulatory division comprised of departments, handling various critical aspects of regulatory compliances, as under:

1. CROs Office

2. Inspection & Audit

3. Investor Protection Fund

4. Investor Services Department

5. Membership

6. Surveillance & Investigation

7. Secretarial & Compliance

8. Enterprise Risk Management

As on 31^st March, 2025, the Company had 112 employees in the overall regulatory function. The Company has dedicated resources to manage the various regulatory functions.

The Company has ensured to make disclosures of various mandatory regulatory requirements along with reporting of the same to various regulatory authorities in addition to informing the same to the Board of Directors and respective Committee.

For the FY ended on 31^st March, 2025, the total cost (Fixed pay) incurred by the Exchange towards these functions was Rs.17.37 crore MCX incurred direct and indirect expenses including technology expenses amounting Rs.39.45 crore as per activity-based accounting methodology towards strengthening regulatory functions and towards ensuring compliance with regulatory requirements.

48. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended 31^st March, 2025;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

49. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THEZ YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

In a matter dated October 2018, pertaining to a defaulting member, Exchange had filed an application under u/s9 IBC, 2016 for initiation of CIRP for the recovery of the dues towards the Investor Protection fund and Exchange dues. However, vide the NCLT Allahabad Order dated 13^th August, 2021, the matter was dismissed. Subsequently, MCX has filed restoration in the matter consequently, the matter was restored vide the Order dated 02 April, 2025. Further, the Tribunal has also directed the opposite party to file its response.

50. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

51. ACKNOWLEDGMENTS

The Board of Directors wishes to place on record their sincere gratitude for the valuable guidance and continued support extended by the Government of India, Ministry of Finance, SEBI, RBI, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Banks, trading members, shareholders, members of various committees, auditors and other stakeholders. The Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors
Praveena Rai	Harsh Kumar Bhanwala
MD & CEO	Chairman & Public Interest Director
(DIN: 09474203)	(DIN: 06417704)
Mumbai	Mumbai
02nd June, 2025	02nd June, 2025